[Federal Register Volume 89, Number 32 (Thursday, February 15, 2024)]
[Notices]
[Pages 11886-11887]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03101]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99512; File No. SR-NASDAQ-2024-004]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Listing Rules 5815 and 5820 To Modify the Deadline To Submit the 
Required Fee for a Hearing Request and To Remove Obsolete Language

February 9, 2024.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on January 30, 2024, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II, below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Listing Rules 5815 and 5820 to 
modify the deadline to submit the required fee for a hearing request 
and to remove obsolete language.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, at 
the principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to align the deadline to 
request a hearing contained in Rule 5815(a)(1) with the deadline to 
submit the hearing fee in Rule 5815(a)(3) so that both requirements are 
seven calendar days. Under the current rule, a company must request a 
hearing within seven calendar days of a Staff Delisting Determination, 
Public Reprimand Letter, or written denial of an initial listing 
application, but is allowed 15 calendar days to submit the required 
hearing fee. The extended period to submit the hearing fee was adopted 
originally to allow time for companies to mail checks for the payment. 
However, technology has become more efficient, and companies now can 
easily and inexpensively submit the required payment by wire or other 
electronic means, so there is no longer a need to wait for checks to be 
mailed and received. As such, Nasdaq proposes to modify the rule to 
require payment of the required $20,000 hearing fee within seven 
calendar days of the Staff Delisting Determination, Public Reprimand 
Letter, or written denial of an initial listing application to reflect 
the ease and speed with which

[[Page 11887]]

payments may be made by wire or other electronic means. The change also 
will avoid circumstances where a company benefits from remaining listed 
for an additional eight calendar days after a hearing request is made 
due to a Staff Delisting Determination if the required fee is not ever 
submitted.\3\
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    \3\ Rule 5815(a)(2) provides that if a company fails to timely 
request a hearing to review a Delisting Determination, the Hearings 
Department will take action to suspend trading of the securities and 
follow procedures to delist the securities. Delisting will also 
commence if a timely hearing request is made but the required fee is 
not paid timely.
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    The proposed rule change would also remove from Rules 5815(a)(3) 
and 5820(a) obsolete language that describes the fees applicable for 
hearings before a Hearings Panel and appeals to the Listing Council 
requested before February 10, 2023.
    The proposed rule change will become operative for Staff Delisting 
Determinations, Public Reprimand Letters, or written denials of an 
initial listing application issued after March 1, 2024. This will help 
assure that all affected companies have timely notification of the 
change in the deadline to submit the fee.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\4\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\5\ in particular, in that it is designed to promote 
just and equitable principles of trade, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general to protect investors and the public interest, 
by shortening the current 15-day deadline for the hearing fee payments 
to align with the seven-day window for a company to request a hearing. 
This change reflects the ease and speed with which payments may be made 
by wire or other electronic means. This also will avoid circumstances 
where a company benefits from remaining listed for an additional eight 
calendar days after a hearing request is made for review of a Staff 
Delisting Determination if the required fee is not ever submitted.\6\ 
The proposed change to eliminate obsolete language from the rules will 
have no substantive impact but will enhance the readability of the 
Exchange's rulebook.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ See footnote 3, supra.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act because the proposal does not 
have a competitive impact. The proposal merely aligns the time to 
request a hearing with the time to pay the required fee, with both 
being seven calendar days, and improves the readability of the 
Exchange's rulebook by removing obsolete language that is no longer 
applicable. Each of these changes will affect all listed companies in 
the same manner and will have no impact on intramarket competition. In 
addition, the proposed rule change relates only to Nasdaq's review 
process and will have no impact on intermarket competition because 
other markets are free to structure their review processes as they see 
fit.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \7\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#fc8e899099d19f9391919992888fbc8f999fd29b938a"><span class="__cf_email__" data-cfemail="7d0f081118501e1210101813090e3d0e181e531a120b">[email protected]</span></a>. Please include 
file number SR-NASDAQ-2024-004 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NASDAQ-2024-004. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NASDAQ-2024-004 and should 
be submitted on or before March 7, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03101 Filed 2-14-24; 8:45 am]
BILLING CODE 8011-01-P


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